Sheryl K. Pressler
About Sheryl K. Pressler
Independent Trustee of Voya Emerging Markets High Dividend Equity Fund (IHD) since August 2010; year of birth 1950. Current occupation: Consultant (May 2001–present). She chairs the Contracts Committee and serves on the Compliance Committee and Investment Review Committee F (IRC F). The Board is entirely independent; Ms. Pressler oversees 131 funds in the Voya fund complex.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Voya Funds Board (IHD and affiliated funds) | Independent Trustee | IHD: 08/2010–Present | Contracts Committee Chair; member, Compliance Committee; member, IRC F |
| Self | Consultant | 05/2001–Present | Advisory work (not further detailed in proxy) |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Centerra Gold Inc. | Director | 05/2008–Present | Other public company board seat |
Board Governance
- Independence and structure: The IHD Board has six members, all Independent Trustees; Board Chair is Joseph E. Obermeyer (Independent). The Board meets regularly eight times per year (plus specials). For FY ended Feb 28, 2025, no Trustee attended fewer than 75% of Board and Committee meetings.
- Committee assignments (current):
- Contracts Committee: All six Independent Trustees; Chair: Sheryl K. Pressler; met five times in FY25.
- Compliance Committee: Members Ms. Pressler, Mr. Boyer, Mr. Obermeyer; Chair: Mr. Boyer; met four times in FY25.
- Investment Review Committee F (IRC F): Members Ms. Pressler, Mr. Boyer, Mr. Sullivan; Chair: Mr. Sullivan; met five times in FY25 (four joint IRC E/F meetings also held).
- Audit Committee: Members Ms. Baldwin, Messrs. Gavin, Sullivan; Chair: Mr. Gavin; met five times in FY25. (Ms. Pressler is not a member.)
- Nominating & Governance Committee: All six Independent Trustees; Chair: Mr. Gavin; met three times in FY25.
Fixed Compensation
| Component (FY ended Feb 28, 2025) | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Trustee) | $270,000 | Pro rata paid by each fund in the complex |
| Committee chair retainers | $65,000 | Ms. Pressler’s committee chair retainer amount; Board Chair gets $100,000 (for reference) |
| Meeting fees | $10,000 per regularly scheduled meeting | Applies to four quarterly, two auxiliary, two annual contract review meetings |
| Total compensation from Voya fund complex (Ms. Pressler) | $415,000 | Aggregate for FY ended Feb 28, 2025 |
| IHD-specific aggregate paid (Ms. Pressler) | $494.09 | Pro rata by fund net assets |
| Retirement payment election (Ms. Pressler) | $113,333 | Payable upon retirement (lump sum or three installments), accrued in year of retirement |
Compensation is cash-based; trustees are reimbursed for reasonable expenses. The Board may designate other special meetings as compensable.
Performance Compensation
| Performance-linked element | Terms | Status |
|---|---|---|
| Stock awards (RSUs/PSUs) | N/A | None disclosed for independent trustees |
| Option awards | N/A | None disclosed for independent trustees |
| Performance metrics (revenue, EBITDA, TSR, ESG) | N/A | No performance-based pay for trustees disclosed |
| Clawbacks, gross-ups, severance/change-in-control | N/A | Not applicable to trustee compensation in proxy |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Consideration |
|---|---|---|
| Centerra Gold Inc. | Director (since 2008) | Public company directorship noted; no related-party transactions with IHD disclosed in proxy |
Expertise & Qualifications
- Governance and oversight: Chairs Contracts Committee (advisory and sub-advisory agreement renewals; contracts process and records).
- Compliance and risk: Member, Compliance Committee (regulatory compliance, cybersecurity, liquidity risk oversight) and IRC F (investment performance oversight and sub-adviser recommendations).
- Breadth: Oversees 131 funds within Voya family, indicating broad fund governance exposure.
Equity Ownership
| Holding category | IHD | IAE | IGA | IGD | IDE | Aggregate across Voya fund complex |
|---|---|---|---|---|---|---|
| Dollar range of equity securities (Ms. Pressler) | $0 | $0 | $0 | $0 | $0 | Over $100,000 (includes indirect interests via deferred comp/401(k)) |
Governance Assessment
-
Positives
- Fully independent board; independent Chair; strong committee coverage (Audit, Compliance, Contracts, IRCs, N&G). Meeting cadence and evidenced engagement (≥75% attendance for all trustees).
- Ms. Pressler’s leadership as Contracts Committee Chair positions her centrally in fee and advisory oversight—critical for closed-end fund governance.
- Defined and transparent trustee pay structure with clear chair/meeting fee differentials; total complex compensation disclosed.
-
Watch items / potential alignment concerns
- $0 direct ownership in IHD (common for fund trustees but may be viewed as weaker “skin-in-the-game” versus direct fund share ownership, albeit mitigated by >$100k aggregate exposure across the complex via deferred arrangements).
- External public board at Centerra Gold Inc.; no related-party dealings disclosed, but investors may monitor potential portfolio exposure to Centerra for perceived conflicts (none cited in the proxy).
-
Additional context
- Committees Ms. Pressler serves on (Compliance, IRC F) are core to risk oversight, including cybersecurity and liquidity risk, while Contracts Committee leadership directly influences adviser oversight—both are central to closed-end fund shareholder protection.
- Retirement policy requires Independent Trustees to retire at 75, with possible extension only to avoid triggering shareholder meeting requirements; Ms. Pressler’s retirement payment election is disclosed ex-ante.
All information above is sourced from IHD’s 2025 DEF 14A proxy and appendices. Citations: .